Sino Wealth(SZ:300327) Zheng Quan Zhi Xing·2025-08-05 16:32Core Viewpoint - The document outlines the decision-making system for related party transactions of Zhongying Electronics Co., Ltd, ensuring fairness, transparency, and protection of the rights of non-related shareholders [2]. Group 1: General Principles - The system is established to ensure that related party transactions comply with laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. - Related party transactions must adhere to the principles of fairness, justice, and openness, and should not harm the legitimate rights of the company and non-related shareholders [2]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a controlling or significant influence over the company [3]. - Legal entities are considered related if they control the company directly or indirectly, or if they are controlled by individuals who are related to the company [3][4]. - Natural persons are defined as related if they hold more than 5% of the company's shares, are directors or senior management, or have close family ties to such individuals [3]. Group 3: Related Transactions - Related transactions involve the transfer of resources or obligations between the company and its related parties, including various forms of agreements that may lead to resource transfer [5]. - The company must ensure that the pricing of related transactions does not deviate from market standards and must disclose the basis for pricing [11]. Group 4: Decision-Making Procedures - When entering into related transactions, the company must implement necessary avoidance measures to prevent conflicts of interest, including requiring related directors to abstain from voting [14]. - Transactions exceeding certain thresholds (e.g., 300,000 yuan for natural persons, 3 million yuan for legal entities) require approval from independent directors and must be submitted to the board for review [17][18]. Group 5: Disclosure Requirements - Transactions exceeding 30,000 yuan with related natural persons or 300,000 yuan with related legal entities must be disclosed promptly [28][29]. - For transactions exceeding 30 million yuan and 5% of the company's audited net assets, an independent evaluation or audit is required [30]. Group 6: Other Provisions - The company must maintain records of related transaction decisions for a period of 10 years [40]. - The decision-making system is subject to approval by the company's shareholders and must comply with relevant laws and regulations [44].